Yunnan Baiyao: Rules of Procedure for the President’s Office Meeting of Yunnan Baiyao Group Co., Ltd. (revised in October 2025)
Yunnan Baiyao Group Co., Ltd.
Rules of Procedure of the President’s Office Meeting
(Revised October 2025)
Chapter 1 General Provisions
Article 1 In order to strengthen collective leadership, ensure the scientific, institutionalized and standardized decision-making of the President's Office Meeting of Yunnan Baiyao Group Co., Ltd. (hereinafter referred to as the "Group" or the "Company"), and effectively improve the decision-making level and ability of the President's Office Meeting, these rules are formulated in accordance with the Articles of Association, the Working Rules of the Chief Executive Officer of Yunnan Baiyao Group Co., Ltd., the authorization of the President's Office Meeting by the Group Board of Directors, and in light of the actual situation of the company.
Article 2 The President’s Office Meeting adheres to the principle of “expressing opinions, fully discussing, promoting democracy, following the good, gathering wisdom, and centralized decision-making” to support the President (CEO) to implement decisions scientifically and effectively.
Article 3 The President’s Office Meeting is an organizational form for the President (CEO) to effectively lead operations and management. The final decision of the President’s Office Meeting is made by the President (CEO) and is responsible for it.
Chapter 2 Meeting Convening
Article 4 The president’s office meeting shall be convened and chaired by the president (CEO). If the president (CEO) is unable to perform his duties, he may entrust a senior vice president to convene and chair the meeting on his behalf.
Chapter 3 Participants
Article 5 The scope of participants is: senior management personnel at the operating level, heads of administrative departments, heads of units that prepare topics or report matters (only participating in the discussion or reporting of the topic or report matters), and other personnel deemed necessary by the president (CEO) to participate in the meeting. Those who are unable to attend the meeting for any reason should request leave in writing to the president (CEO) or the senior vice president presiding over the meeting (except for those who have not yet determined to attend the meeting). The head of the administrative department and the secretary to the president (CEO) are responsible for compiling meeting minutes.
When it comes to matters that directors need to know to perform their duties properly, management and relevant departments should actively cooperate and provide relevant information as required.
Chapter 4 Organizational Form and Time Arrangement
Article 6 Meetings are divided into regular meetings and temporary meetings.
Regular meetings are held at 14:00 on the 6th of every month (the day after the financial report is formed). If there is a rest day or other legal holiday, it will be held at 14:00 on the first working day after the holiday. If the president (CEO) is on a business trip, etc., the time can be adjusted later. Extraordinary meetings usually discuss major proposals that are urgent and cannot wait for regular meetings, and are convened at the decision of the president (CEO) or the authorized senior vice president.
Article 7 The president (CEO) or the authorized senior vice president shall decide the method of convening the meeting (including on-site meetings, online meetings, etc.) and voting methods (including on-site voting, online communication voting, etc.) as appropriate.
Chapter 5 Scope of proceedings
Article 8 Relevant issues involved in the company's operation and management, issues reported by each unit that require decision-making at the president's office meeting, and monthly review of the implementation of the company's strategic plan.
Article 9 Other matters that need to be discussed as determined by the President (CEO) or the authorized Senior Vice President.
Article 10 The Board of Directors deems it necessary to submit proposals to the President’s Office Meeting for discussion.
Chapter 6 Deliberation Authority
Article 11 Daily transactions (defined in accordance with the provisions of the "Shenzhen Stock Exchange Stock Listing Rules" and excluding related transactions) that are less than 5% (inclusive) of the company's latest audited net assets shall be approved and implemented by the President's Office.
Article 12 For external investments that comply with legal provisions (including but not limited to equity investment, debt investment, securities investment, derivatives investment, etc., excluding entrusted financial management), purchase or sale of assets, external donations and other matters, the approval authority of the President's Office shall be determined based on the authorization of the Group's Board of Directors, and shall be implemented by the President's Office in accordance with the amount and period authorized by the Group's Board of Directors.
Article 13 If the company’s related-party transactions (defined in accordance with the provisions of the Shenzhen Stock Exchange Stock Listing Rules) meet one of the following standards, they shall be reviewed and approved by the President’s Office:
1． Transactions with related natural persons with a transaction amount not exceeding 300,000 yuan (inclusive) (except for providing guarantees and providing financial assistance);
- Transactions with related legal persons (or other organizations) that account for no more than 0.5% (inclusive) of the absolute value of the company's latest audited net assets (except for providing guarantees and providing financial assistance).
Related related transactions of the same type that occur within the company within twelve consecutive months shall be carried out in accordance with the principle of cumulative calculation, and the specific calculation shall be carried out in accordance with the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules".
Chapter 7 Authorization Management
Article 14 Regarding the decision-making matters regarding external investment and acquisition and sale of assets that are within the scope of the board of directors’ decision-making authority and have been clearly authorized to the president’s office through board resolutions (decision-making matters regarding external investment include investing in the establishment of new companies, investing in specific projects, and increasing capital of existing companies; decision-making matters regarding the acquisition and sale of assets include the acquisition and sale of fixed assets, intangible assets, and equity assets), the president’s office shall promptly report to the board of directors on the progress of the project and the status of authorized use:
Project establishment: The president (CEO) convenes a project establishment committee based on the actual situation of the project to be decided, and the chairman designates board members to attend the meeting of the project establishment committee and participate in the project establishment review;
Recruitment of intermediaries and third-party reports: The President’s Office shall promptly report the selection of intermediaries to the Board of Directors when hiring intermediaries; after the intermediaries issue third-party professional reports such as audit reports, evaluation reports, due diligence reports, and feasibility study reports, the President’s Office shall promptly report to the Board of Directors for record;
Agreement signing: Before submitting formal project cooperation agreements, investment contracts and other binding documents to the President's Office Meeting for review and signature, all relevant decision-making materials such as the aforementioned contract text and written legal opinions, feasibility study reports, due diligence reports, necessary audit reports and evaluation reports should be submitted to the Strategy Committee of the Board of Directors for comments;
Legal documents: Any legally binding documents issued by the company to counterparties, intermediaries or other third parties shall be filed with the board of directors upon issuance;
Post-investment management and supervision:
(1) The President's Office will report to the Board of Directors' Office on a monthly basis the progress of the implementation of the above-mentioned projects (hereinafter referred to as projects) that have been reviewed and approved by the President's Office, and the Board of Directors' Office will summarize and report to all directors on a regular basis;
(2) The responsible unit of the project reports the project implementation status to the chairman on a quarterly basis;
(3) During regular meetings of the board of directors, the president (CEO) should report to the board of directors on the use of authorizations, and members of the executive unit should attend the board of directors and respond to directors’ inquiries;
(4) After the external investment is completed, the project progress, capital investment and use, project operation status, financial performance, income situation, existing problems and suggestions, etc. should be tracked and managed and a post-investment evaluation report should be formed. The president's office meeting should submit a summary project post-investment evaluation report to the company's board of directors every year;
(5) During the project implementation process, if major implementation obstacles are encountered, resulting in inability to implement or changes in implementation, the project implementation unit shall report to the board of directors in a timely manner.
Chapter 8 Matters reported to the Board of Directors by the President’s Office Meeting
Article 15 If it accounts for more than 5% of the net assets shown in the latest audited financial report and meets one of the following circumstances, the president's office shall immediately report to the board of directors:
The establishment, modification and termination of important contracts;
Large amount bank check refund;
Significant operating or non-operating losses;
Assets suffer heavy losses;
Possible liability for compensation according to law;
Major litigation and arbitration matters;
Major administrative penalties, etc.
Article 16 If a major personal safety accident, equipment accident, quality accident or other incident that has a significant impact on the company's operation and development occurs in the company, the president's office meeting shall report to the board of directors in a timely manner.
Article 17 If the company has unanticipated related transactions or the actual execution of related transactions exceeds the amount approved by the board of directors, the president's office meeting shall report to the board of directors in a timely manner.
Article 18 Other reporting matters stipulated in the Articles of Association, the Internal Reporting System for Major Information, the Information Disclosure Management System, and the Rules of Procedure of the Board of Directors or deemed necessary by the President's Office Meeting.
Chapter 9 Proposal Confirmed
Article 19 The proposal should accurately, comprehensively and briefly describe the background and main circumstances of the matter to be resolved, as well as specific suggestions for matters that need to be resolved by the President's Office Meeting. In special circumstances, risks should be analyzed and assessed, and relevant institutions should issue legal or other professional opinions. The format of proposals should be unified and standardized.
Article 20 Proposals are proposed by each unit on the basis of full demonstration according to the division of tasks. After the proposal is formed, it will be reviewed and signed by the principal person in charge of each unit and the senior manager in charge, and stamped with the seal of the unit.
Article 21 Proposals of each unit shall be submitted to the administrative department before the last working day at the end of each month. After review and registration by the administrative department, they shall be submitted to the secretary of the president (CEO) for instructions from the president (CEO) or the authorized senior vice president to confirm the proposals of the president's office meeting.
Article 22 The president (CEO) or the authorized senior vice president determines the resolution of the president's office meeting, and the administrative department will make an electronic draft and distribute it to the participants before the meeting. After special circumstances are approved by the president (CEO) or authorized senior vice president, the person in charge of the unit preparing the proposal or the senior manager in charge shall communicate with relevant participants in advance.
Article 23 In order to maintain the seriousness of the President's Office Meeting, in principle, no temporary motions can be made, and proposals that are not included in the agenda according to the procedures cannot be submitted to the meeting for discussion.
Article 24 If a proposal must be temporarily submitted for discussion due to special reasons before the meeting, the senior manager in charge of the proposal unit shall explain the reason for the temporary submission, and the president (CEO) or the authorized senior vice president shall review whether to submit it to the president's office meeting for discussion.
Chapter 10 Proceedings
Article 25 The topic shall be reported by the person in charge of the drafting unit, the senior managers in charge shall put forward their opinions, and shall be discussed collectively by the president's office meeting, and the president (CEO) or the authorized senior vice president shall make the final decision.
Article 26 The financial report shall be reported by the chief financial officer, and shall be discussed collectively at the president's office meeting, with the president (CEO) or the authorized senior vice president expressing opinions.
Article 27 Other operational and management issues will be reported by the person in charge of each unit according to the division of labor, and the senior managers in charge will put forward their opinions, which will be discussed collectively by the president's office meeting, and the president (CEO) or the authorized senior vice president will make a decision.
Article 28 Issues that the board of directors deems necessary to be discussed and proposed at the president's office meeting shall be reported by the secretary of the board of directors or the president (CEO) or the person designated by the senior vice president authorized by the president (CEO). After the president's office meeting conducts a collective discussion to formulate a specific proposal, it shall be submitted to the board of directors for review according to procedures.
Chapter 11 Implementation of Resolutions
Article 29 All units shall conscientiously implement the decisions made by the President’s Office Meeting. If participants have different opinions on the resolution, they can keep and clearly sign their opinions and reasons on the meeting minutes, but they must conscientiously implement the resolution in accordance with their responsibilities.
Article 30 Meeting minutes and resolutions are generally made within 3 working days after the end of the president's office meeting. The meeting minutes are reviewed and signed by the senior managers participating in the meeting. After the meeting resolutions are reviewed and signed by the president (CEO) or the authorized senior vice president, the administrative department signs and seals them and submits them to the board of directors and management, with copies sent to all relevant units. Issues that need to be submitted to the board of directors for discussion should be submitted within 3 working days after the president's office meeting. In special circumstances, the submission process should be accelerated.
Article 31 The group administrative department is responsible for the execution of specific affairs of the president’s office meeting. The group's administrative department will establish a tracking and feedback mechanism on the implementation of the resolutions passed by the President's Office Meeting. The senior managers in charge shall make a brief report on the implementation at the subsequent President's Office Meeting in a timely manner to form a closed loop of work.
Chapter 12 Meeting Minutes
Article 32 Meeting minutes shall include the following contents:
The time, place and name of the host of the meeting;
Names of persons attending or attending the meeting;
Meeting topics;
Key points and opinions of participants;
The decision-making results of the meeting on the matters discussed.
Meeting minutes shall be archived after being signed by the senior managers participating in the meeting, and shall be kept for more than 10 years.
Chapter 13 Supplementary Provisions
Article 33 These Rules shall be revised in a timely manner in accordance with the authorization of the Board of Directors.
Article 34 If the Board of Directors adjusts the content authorized by the President’s Office Meeting and involves these rules, these Rules shall be revised accordingly and shall take effect after being reviewed and approved by the Board of Directors.
Article 35 Personnel attending and attending meetings shall abide by confidentiality regulations to prevent leakage of confidentiality.
Article 36 These rules apply to the group and each unit.
Article 37 Each unit refers to each business group (department), each subsidiary and each functional department of the group, etc.
Article 38 The administrative department of the group is responsible for interpreting these rules.
Article 39 These rules shall be implemented from the date of review and approval by the group’s board of directors.